Saudi Arabia, marketing in.

A capital market institution licensed to carry out dealing activity. The conventional route, and the one open to any foreign fund: the licensed house is appointed, the notification goes in under its name, and it carries the duties of Article 105 for the life of the fund.

A capital market institution licensed for both. The fund-management houses of the Kingdom sit here, and a manager that already runs Saudi private funds can distribute foreign ones through the same licence.

Since 21 July 2025 a house licensed only to manage investments may distribute a foreign fund, but only where the fund is established by that house or by an affiliate subject to equivalent regulatory oversight in a jurisdiction the Authority recognises as equivalent, and only where foreign investors own at least half of the total value of the fund's units. Both conditions are tested on the fund, not on the house. A fund that is mostly Saudi-held fails the second limb the day the Saudi share crosses half, which puts a cap on the Saudi allocation inside the fund's own books.

The distributor's notification precedes the offer by fifteen days, so the appointment precedes the notification, and the diligence the distributor must conduct on the fund and its manager precedes the appointment. Three steps, in that order, before anyone in the Kingdom is shown a document. A marketing calendar that opens with the approach has the first month in the wrong place.

The distributor is a party with its own permission, its own conduct obligations under the Securities Business Regulations and the Capital Market Institutions Regulations, and an ongoing relationship with every Saudi holder. It is drawn on the chart as a node, with the reporting lines of Article 105 running through it, and not as a footnote to the placement agreement.

Article 105 obliges the distributor to pass every report and document of the foreign manager to Saudi holders, to notify them of every fundamental change, to convey their requests to the manager, to give ninety days' notice before ending its relationship with an open-ended fund's manager, and for a closed-ended fund to take all appropriate actions to keep the relationship alive until the fund's term ends. A ten-year closed-ended vehicle has therefore acquired a ten-year Saudi counterparty, and the placement agreement that runs out at final close is the wrong length.

Article 103 permits securities advertisements and promotional material for a foreign fund only where they are sent solely to persons to whom a private placement may lawfully be made, and only where they satisfy the Securities Business Regulations and the Capital Market Institutions Regulations. A teaser that travels to a distribution list wider than the classes above is an advertisement the Article prohibits, whoever sent it.

Article 107 permits a subsequent transfer of units offered under Article 101 to a person in the Kingdom only to an existing holder, to an institutional or qualified client, or for not more than SAR 200,000. That limb is a property of the unit for its whole life, and the only place it can be enforced is the fund's transfer provisions. A constitution drawn without a Saudi limb in its transfer clause has left the restriction to the distributor's memory.

A continuation vehicle, a stapled secondary or a tender for units held by a Saudi anchor is a transfer in the Kingdom, and it is tested against Article 107 before it is priced. The buyer's class is established the same way the original offeree's was, from its accounts on the day.

Article 106 obliges the distributor to report every fundamental change in the fund to the Authority and to produce subscription and redemption information within ten days of a request. The fund's own definition of a fundamental change, written for its home regulator, is therefore also being read in Riyadh.

A partner in London met a Saudi institution at a conference and sent the deck from the hotel. Under Article 99 that was an offer in the Kingdom, made by nobody the Part permits to make one. Surfaces when the institution's own compliance asks which distributor made the approach, and the answer is a date before there was one.

The family's operating group had the net assets; the vehicle that subscribed did not. Surfaces inside the subscription document, where the class representation is made by the wrong entity, and it is found by the distributor's diligence or by the Authority's request for it.

A feeder was formed to admit Saudi individuals and its constitution carried no SAR 200,000 limb and no half-share test. Surfaces at the first close, when the feeder cannot lawfully be sold and the close is moved, which under Article 101(f) is a failed offer unless the declared date moved first.

Meetings were held in the month before the distributor was named, on the theory that nothing was being offered. The notification that followed declared an offer date fifteen days out and the Authority asked for the diligence file, which recorded the meetings. Surfaces in the Authority's enquiry under Article 101(b).

A continuation vehicle bought out the anchor's interest three years on. The transfer clause tested the buyer against the home regulator's categories and nobody tested it against Article 107. Surfaces in the buyer's diligence on the secondary, where the transfer turns out to have been a prohibited offer.

The licensed house that notified the offer was acquired and gave up its dealing licence in year four of a ten-year fund. Article 104 lets the Authority suspend it; Article 105 obliged it to keep the relationship alive to the end of the term. Surfaces when the annual report has no lawful route to the Saudi holders, and the appointment agreement has no successor clause.